UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)*
ESTERLINE TECHNOLOGIES CORPORATION
(Name of Issuer)
Common Stock, par value $0.20 per share
(Title and Class of Securities)
297425100
(CUSIP Number)
J. Richard Atwood
First Pacific Advisors, LP
11601 Wilshire Blvd.
Suite 1200
Los Angeles, CA 90025
(310) 473-0225
with a copy to:
Douglas A. Rappaport, Esq.
Akin Gump Strauss Hauer & Feld LLP
One Bryant Park
New York, NY 10036
(212) 872-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 8, 2018
(Date of Event Which Requires Filing of Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☒
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)
Schedule 13D
CUSIP No. 297425100
| (1) | Name of Reporting Persons:
First Pacific Advisors, LP | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
OO | |||||
| (5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
2,551,790 | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
2,551,790 | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
2,551,790 | |||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
8.7% (1) | |||||
| (14) | Type of Reporting Person (See Instructions):
IA, PN | |||||
| (1) | Based on 29,453,140 shares of common stock of Esterline Technologies Corporation (the “Issuer”) outstanding as of October 5, 2018, as disclosed in the Agreement and Plan of Merger filed as Exhibit 2.1 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 10, 2018. |
Schedule 13D
CUSIP No. 297425100
| (1) | Name of Reporting Persons:
FPA Crescent Fund, a series of FPA Funds Trust | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
2,237,796 | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
2,237,796 | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
2,237,796 | |||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
7.6% (1) | |||||
| (14) | Type of Reporting Person (See Instructions):
IV | |||||
| (1) | Based on 29,453,140 shares of common stock of the Issuer outstanding as of October 5, 2018, as disclosed in the Agreement and Plan of Merger filed as Exhibit 2.1 to the Issuer’s Form 8-K filed with the SEC on October 10, 2018. |
Schedule 13D
CUSIP No. 297425100
| (1) | Name of Reporting Persons:
FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
63,852 | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
63,852 | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
63,852 | |||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
0.2% (1) | |||||
| (14) | Type of Reporting Person (See Instructions):
OO | |||||
| (1) | Based on 29,453,140 shares of common stock of the Issuer outstanding as of October 5, 2018, as disclosed in the Agreement and Plan of Merger filed as Exhibit 2.1 to the Issuer’s Form 8-K filed with the SEC on October 10, 2018. |
Schedule 13D
CUSIP No. 297425100
| (1) | Name of Reporting Persons:
FPA Select Drawdown Fund, L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
0 | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
0 | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
0 | |||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
0% | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
Schedule 13D
CUSIP No. 297425100
| (1) | Name of Reporting Persons:
FPA Select Fund, L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
7,005 | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
7,005 | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
7,005 | |||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
Less than 0.1% (1) | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
| (1) | Based on 29,453,140 shares of common stock of the Issuer outstanding as of October 5, 2018, as disclosed in the Agreement and Plan of Merger filed as Exhibit 2.1 to the Issuer’s Form 8-K filed with the SEC on October 10, 2018. |
Schedule 13D
CUSIP No. 297425100
| (1) | Name of Reporting Persons:
FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
15,069 | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
15,069 | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
15,069 | |||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
0.1% (1) | |||||
| (14) | Type of Reporting Person (See Instructions):
OO | |||||
| (1) | Based on 29,453,140 shares of common stock of the Issuer outstanding as of October 5, 2018, as disclosed in the Agreement and Plan of Merger filed as Exhibit 2.1 to the Issuer’s Form 8-K filed with the SEC on October 10, 2018. |
Schedule 13D
CUSIP No. 297425100
| (1) | Name of Reporting Persons:
FPA Hawkeye Fund, a series of FPA Hawkeye Fund, LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
25,431 | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
25,431 | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
25,431 | |||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
0.1% (1) | |||||
| (14) | Type of Reporting Person (See Instructions):
OO | |||||
| (1) | Based on 29,453,140 shares of common stock of the Issuer outstanding as of October 5, 2018, as disclosed in the Agreement and Plan of Merger filed as Exhibit 2.1 to the Issuer’s Form 8-K filed with the SEC on October 10, 2018. |
Schedule 13D
CUSIP No. 297425100
| (1) | Name of Reporting Persons:
FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund, LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
39,561 | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
39,561 | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
39,561 | |||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
0.1% (1) | |||||
| (14) | Type of Reporting Person (See Instructions):
OO | |||||
| (1) | Based on 29,453,140 shares of common stock of the Issuer outstanding as of October 5, 2018, as disclosed in the Agreement and Plan of Merger filed as Exhibit 2.1 to the Issuer’s Form 8-K filed with the SEC on October 10, 2018. |
Schedule 13D
CUSIP No. 297425100
| (1) | Name of Reporting Persons:
J. Richard Atwood | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
OO | |||||
| (5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
2,551,790 | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
2,551,790 | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
2,551,790 | |||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
8.7% (1) | |||||
| (14) | Type of Reporting Person (See Instructions):
IN, HC | |||||
| (1) | Based on 29,453,140 shares of common stock of the Issuer outstanding as of October 5, 2018, as disclosed in the Agreement and Plan of Merger filed as Exhibit 2.1 to the Issuer’s Form 8-K filed with the SEC on October 10, 2018. |
Schedule 13D
CUSIP No. 297425100
| (1) | Name of Reporting Persons:
Steven T. Romick | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
OO | |||||
| (5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
2,551,790 | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
2,551,790 | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
2,551,790 | |||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
8.7% (1) | |||||
| (14) | Type of Reporting Person (See Instructions):
IN, HC | |||||
| (1) | Based on 29,453,140 shares of common stock of the Issuer outstanding as of October 5, 2018, as disclosed in the Agreement and Plan of Merger filed as Exhibit 2.1 to the Issuer’s Form 8-K filed with the SEC on October 10, 2018. |
Schedule 13D
CUSIP No. 297425100
| (1) | Name of Reporting Persons:
Brian A. Selmo | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
OO | |||||
| (5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
2,422,946 | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
2,422,946 | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
2,422,946 | |||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
8.2% (1) | |||||
| (14) | Type of Reporting Person (See Instructions):
IN, HC | |||||
| (1) | Based on 29,453,140 shares of common stock of the Issuer outstanding as of October 5, 2018, as disclosed in the Agreement and Plan of Merger filed as Exhibit 2.1 to the Issuer’s Form 8-K filed with the SEC on October 10, 2018. |
Schedule 13D
CUSIP No. 297425100
| (1) | Name of Reporting Persons:
Mark Landecker | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
OO | |||||
| (5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Canada | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
2,471,729 | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
2,471,729 | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
2,471,729 | |||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
8.4% (1) | |||||
| (14) | Type of Reporting Person (See Instructions):
IN, HC | |||||
| (1) | Based on 29,453,140 shares of common stock of the Issuer outstanding as of October 5, 2018, as disclosed in the Agreement and Plan of Merger filed as Exhibit 2.1 to the Issuer’s Form 8-K filed with the SEC on October 10, 2018. |
Amendment No. 8 to Schedule 13D
The following constitutes Amendment No. 8 (“Amendment No. 8”) to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) by First Pacific Advisors, LLC (“FPA”), FPA Crescent Fund, a series of FPA Funds Trust (“FPA Crescent Fund”), FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC (“FPA Global Opportunity”), FPA Select Drawdown Fund, L.P. (“FPA Select Drawdown”), FPA Select Fund, a series of FPA Hawkeye Fund, LLC (“FPA Select”), FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC (“FPA Value Partners”), FPA Hawkeye Fund, a series of FPA Hawkeye Fund, LLC (“FPA Hawkeye”), FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund, LLC (“FPA Hawkeye-7”), J. Richard Atwood, Steven T. Romick, Brian A. Selmo, and Mark Landecker (collectively, the “Reporting Persons”) on June 27, 2016, as amended by Amendment No. 1 filed on September 19, 2016, Amendment No. 2 filed on September 28, 2016, Amendment No. 3 filed on October 12, 2016, Amendment No. 4 filed on October 19, 2016, Amendment No. 5 filed on May 2, 2017, Amendment No. 6 filed on June 19, 2017, and Amendment No. 7 filed on January 3, 2018. This Amendment No. 8 amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of Schedule 13D is hereby amended and restated in its entirety as follows:
(a) The persons filing this Schedule 13D (collectively, the “Reporting Persons”) are:
| 1. | First Pacific Advisors, LP, a Delaware limited partnership (“FPA”) |
| 2. | FPA Crescent Fund, a series of FPA Funds Trust, a Delaware trust (“FPA Crescent Fund”) |
| 3. | FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC, a Delaware limited liability company (“FPA Global Opportunity”) |
| 4. | FPA Select Drawdown Fund, L.P., a Delaware limited partnership (“FPA Select Drawdown”) |
| 5. | FPA Select Fund, L.P., a Delaware limited partnership (“FPA Select”) |
| 6. | FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC, a Delaware limited liability company (“FPA Value Partners”) |
| 7. | FPA Hawkeye Fund, a series of FPA Hawkeye Fund, LLC, a Delaware limited liability company (“FPA Hawkeye”) |
| 8. | FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund, LLC, a Delaware limited liability company (“FPA Hawkeye-7”) |
| 9. | J. Richard Atwood |
| 10. | Steven T. Romick |
| 11. | Brian A. Selmo |
| 12. | Mark Landecker |
The trustees of FPA Funds Trust are listed on Appendix A hereto. Appendix A is incorporated herein by reference.
(b) The business address or address of the principal office, as applicable, of the Reporting Persons is:
11601 Wilshire Blvd.
Suite 1200
Los Angeles, CA 90025
(c) Each of the Reporting Persons is engaged in the business of investing. FPA’s principal business is serving as an investment adviser to certain investment companies, including FPA Crescent Fund, certain private investment funds, including FPA Global Opportunity, FPA Select Drawdown, FPA Select, FPA Value Partners, FPA Hawkeye and FPA Hawkeye-7 (collectively, the “Private Investment Funds”) and certain unaffiliated separately managed accounts (the “Managed Accounts”). FPA also serves as the general partner of FPA Select Drawdown and FPA Select and Manager of FPA Global Opportunity, FPA Value Partners, FPA Hawkeye Fund, and FPA Hawkeye-7. The principal occupation of Mr. Atwood is serving as a director and officer of the general partner of FPA. The principal occupation of Mr. Romick is serving as a Portfolio Manager of certain advisory clients for which FPA serves as investment adviser, including FPA Crescent Fund, FPA Hawkeye and FPA Hawkeye-7 Fund and as a director and officer of the general partner of FPA. The principal occupation of Mr. Selmo is serving as a Portfolio Manager of certain advisory clients for which FPA serves as investment adviser, including FPA Crescent Fund, FPA Select and FPA Value Partners. The principal occupation of Mr. Landecker is serving as a Portfolio Manager of certain advisory clients for which FPA serves as investment adviser, including FPA Crescent Fund, FPA Global Opportunity and FPA Select.
(d) and (e) During the past five years, none of the Reporting Persons (nor any of the persons listed on Appendix A) has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The citizenship with respect to a natural person or state of organization with respect to an entity, as applicable, of the Reporting Persons is as follows:
1. FPA – Delaware
2. FPA Crescent Fund – Delaware
3. FPA Global Opportunity – Delaware
4. FPA Select Drawdown – Delaware
5. FPA Select – Delaware
6. FPA Value Partners – Delaware
7. FPA Hawkeye – Delaware
8. FPA Hawkeye-7 – Delaware
9. J. Richard Atwood – United States
10. Steven T. Romick – United States
11. Brian A. Selmo – United States
12. Mark Landecker – Canada
The persons listed on Appendix A are all United States citizens.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:
This Amendment No. 8 is being filed to report dispositions of beneficial ownership of Common Stock in an amount equal to 1% or more of the Issuer’s outstanding shares of Common Stock since the Reporting Persons’ previous amendment to Schedule 13D. Consistent with their investment purpose, the Reporting Persons may make, or cause, further dispositions of Common Stock from time to time depending on market conditions and other factors. In addition, the Reporting Persons may acquire, or cause to be acquired, additional shares of Common Stock depending on market conditions and other factors.
Going forward, the Reporting Persons may have conversations with members of the Issuer’s management team and members of the Board regarding multiple topics, including, but not limited to, corporate governance and the composition of the Board, suggestions for candidates to the Board, general business operations and strategic alternatives to promote long-term value for the benefit of all shareholders. Except to the extent restricted by the Agreement, the Reporting Persons may engage in communications with one or more officers, members of the Board, representatives, shareholders of the Issuer and other relevant parties regarding the Issuer’s business and certain initiatives, which could include one or more of the items in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
The Reporting Persons continuously assess the Issuer’s business, financial condition, results of operations and prospects, general economic conditions, other developments and additional investment opportunities. Depending on such assessments and in compliance with any applicable agreements, including the Agreement, the Reporting Persons may acquire additional securities of the Issuer or new securities of the Issuer, engage in any hedging or similar transactions with respect to the Issuer’s securities, or may determine to sell or otherwise dispose of all or some of the Issuer’s securities in the open market, as applicable, in privately negotiated transactions, in transactions directly with the Issuer or otherwise. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to their investment decision.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of Schedule 13D is hereby amended and restated in its entirety as follows:
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference.
Set forth below is the aggregate number of shares of Common Stock directly held, as of the date hereof, by each of the following FPA investment advisory clients.
| Holder |
Total Number of Shares | |||
| FPA Crescent Fund |
2,237,796 shares of Common Stock | |||
| Managed Accounts |
163,076 shares of Common Stock | |||
| FPA Global Opportunity |
63,852 shares of Common Stock | |||
| FPA Select Drawdown |
0 shares of Common Stock | |||
| FPA Select |
7,005 shares of Common Stock | |||
| FPA Value Partners |
15,069 shares of Common Stock | |||
| FPA Hawkeye |
25,431 shares of Common Stock | |||
| FPA Hawkeye-7 |
39,561 shares of Common Stock | |||
As the investment adviser of FPA Crescent Fund, the Managed Accounts and the Private Investment Funds (collectively, the “FPA Clients”), FPA may be deemed to share voting and/or investment power over the securities of the Issuer held by the FPA Clients and therefore may be deemed to beneficially own such securities.
(c) Except as disclosed in Exhibit 99.2, there have been no transactions in securities of the Issuer during the 60 days prior to the date hereof by any of the Reporting Persons. Exhibit 99.2 is incorporated herein by reference.
(d) The disclosure regarding the relationship between the Reporting Persons in Item 2(c) of this Schedule 13D is incorporated by reference herein. The limited partners of (or investors in) each of the FPA Clients for which FPA acts as general partner, managing member and/or investment adviser have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
| Exhibit |
Description | |
| 99.1 | Agreement Regarding the Joint Filing of Schedule 13D by and among the Reporting Persons. | |
| 99.2 | Transactions in securities of the Issuer effected in the past 60 days. | |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated as of November 13, 2018
| First Pacific Advisors, LP | ||
| By: | /s/ J. Richard Atwood | |
| Name: | J. Richard Atwood | |
| Title: | Director of General Partner | |
| FPA Crescent Fund, a series of FPA Funds Trust | ||
| By: | /s/ J. Richard Atwood | |
| Name: | J. Richard Atwood | |
| Title: | President | |
| FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC | ||
| By: | First Pacific Advisors, LP, its investment adviser | |
| By: | /s/ J. Richard Atwood | |
| Name: | J. Richard Atwood | |
| Title: | Director of General Partner | |
| FPA Select Drawdown Fund, L.P. | ||
| By: | First Pacific Advisors, LP, its investment adviser | |
| By: | /s/ J. Richard Atwood | |
| Name: | J. Richard Atwood | |
| Title: | Director of General Partner | |
| FPA Select Fund, L.P. | ||
| By: | First Pacific Advisors, LP, its investment adviser | |
| By: | /s/ J. Richard Atwood | |
| Name: | J. Richard Atwood | |
| Title: | Director of General Partner | |
| FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC | ||
| By: | First Pacific Advisors, LP, its investment adviser | |
| By: | /s/ J. Richard Atwood | |
| Name: | J. Richard Atwood | |
| Title: | Director of General Partner | |
| FPA Hawkeye Fund, a series of FPA Hawkeye Fund, LLC | ||
| By: | First Pacific Advisors, LP, its investment adviser | |
| By: | /s/ J. Richard Atwood | |
| Name: | J. Richard Atwood | |
| Title: | Director of General Partner | |
| FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund, LLC | ||
| By: | First Pacific Advisors, LP, its investment adviser | |
| By: | /s/ J. Richard Atwood | |
| Name: | J. Richard Atwood | |
| Title: | Director of General Partner | |
| J. Richard Atwood | ||
| By: | /s/ J. Richard Atwood | |
| Steven T. Romick | ||
| By: | /s/ Steven T. Romick | |
| Brian A. Selmo | ||
| By: | /s/ Brian A. Selmo | |
| Mark Landecker | ||
| By: | /s/ Mark Landecker | |
Appendix A
Trustees of FPA Funds Trust
| Name |
Position |
Address | ||
| Mark L. Lipson | Trustee | c/o FPA Funds Trust 11601 Wilshire Blvd., Suite 1200 Los Angeles, CA 90025 | ||
| Alfred E. Osborne, Jr. | Trustee | c/o FPA Funds Trust 11601 Wilshire Blvd., Suite 1200 Los Angeles, CA 90025 | ||
| A. Robert Pisano | Trustee | c/o FPA Funds Trust 11601 Wilshire Blvd., Suite 1200 Los Angeles, CA 90025 | ||
| Patrick B. Purcell | Trustee | c/o FPA Funds Trust 11601 Wilshire Blvd., Suite 1200 Los Angeles, CA 90025 | ||